Roger Brown

About Roger Brown

Roger Brown is Vice President, Treasurer, and Assistant Secretary of 89bio, Inc. and serves on its post-merger two-person Board; he previously served as Vice President, Tax and Assistant Secretary of Roche Holdings, Inc., and Executive Director of Tax at Genentech, Inc. . He became a director of 89bio at the October 30, 2025 closing of the Roche tender offer, alongside Dara Pincas; the prior nine-member independent board resigned at the Effective Time . Company performance context: 2024 TSR based on a fixed $100 investment was 59.83 and net loss was $367,079k; 2023 TSR 85.46 and net loss $142,189k; 2022 TSR 97.40 and net loss $102,026k .

Company performance (context)

Metric	2022	2023	2024
Total Shareholder Return (fixed $100)	97.40	85.46	59.83
Net Loss ($USD Thousands)	(102,026)	(142,189)	(367,079)

Past Roles

Organization	Role	Years	Strategic Impact
Genentech, Inc.	Executive Director of Tax	2020–present	Senior tax leadership for large-scale pharma operations .
Genentech, Inc.	Senior Director of Tax	2011–2020	Led U.S. tax function through integration and ongoing compliance .
Roche Holdings, Inc. (Parent)	Director; Vice President, Tax and Assistant Secretary	2011–present	Parent-level governance and tax oversight; director since 2011 .

External Roles

Organization	Role	Years	Notes
Bluefin Merger Subsidiary, Inc. (Offeror)	Director; Vice President, Treasurer, Assistant Secretary	2024–2025	Offeror for the Roche tender; Brown signed tender-related filings .
89bio, Inc. (post-merger)	Vice President, Treasurer, Assistant Secretary	2025–present	Officer and signatory for post-effective amendments and deregistrations .
Roche Holdings, Inc.	Vice President, Tax and Assistant Secretary; Director	2011–present	Long-standing parent executive and director .

Fixed Compensation

No disclosure found for Roger Brown’s 89bio cash compensation (base salary, target/actual bonus, perquisites). 2025 proxy and merger filings identify his roles but do not include officer pay details. This review searched DEF 14A 2025 and 8-K filings; Brown was not a named executive officer in the 2024 proxy and post-merger filings do not include his compensation .

Performance Compensation

No disclosure of Roger Brown’s equity awards (RSUs/PSUs/options) or performance-metric linked incentives at 89bio. Post-merger treatment of outstanding 89bio awards affected legacy employees, not Brown; his grants are not disclosed in filings reviewed .

Equity Ownership & Alignment

Beneficial ownership: No Form 4 or proxy disclosure found for Brown’s personal holdings of ETNB; post-merger, 89bio is wholly owned by Roche .
Hedging/pledging: Company policy prohibits hedging and pledging by directors and officers .
Ownership guidelines: No director/officer ownership guideline disclosure applicable to Brown found; pre-merger proxy described general executive compensation practices but not Brown .

Employment Terms

Role and appointment: Became a director and an officer of 89bio at the October 30, 2025 Effective Time of the Roche merger .
Indemnification and advancement: Amended and restated bylaws provide robust indemnification and advancement rights for directors and officers (Article VII) .
D&O protections under merger: The Agreement and Plan of Merger includes provisions for directors’ and officers’ indemnification, exculpation and insurance (Section 6.11) .
Severance/change-of-control: No specific severance or change-of-control economics disclosed for Brown. Legacy NEO severance terms are disclosed, but Brown is not among them .

Board Governance

Board service and independence: Brown serves as a director post-merger; given concurrent officer roles at Roche and 89bio, he is not independent under typical Nasdaq criteria .
Board size and structure: Post-merger certificate and bylaws reset governance (two directors initially, with board empowered to set number and committees). No committee assignments disclosed post-merger .

Director Compensation

No director compensation disclosure for Brown post-merger. Pre-merger 2024 director fees and option grants pertained to the prior independent board and do not apply to Brown .

Related Party and Interlocks

Brown is a long-tenured executive/director at Roche (Parent) and Genentech, creating direct interlocks with the acquiring parent. His role in Offeror and Parent (including as authorized signatory and director) highlights direct influence over the transaction and post-merger governance .

Transaction Consideration and CVR Milestones (context for value creation oversight)

Component	Amount	Condition	Outside Date
Cash per share	$14.50	Tender offer Closing Amount	n/a .
CVR Milestone 1	$2.00	First Commercial Sale in Stage 4 MASH	March 31, 2030 .
CVR Milestone 2	$1.50	≥$3.0B worldwide Net Sales in a calendar year	December 31, 2033 .
CVR Milestone 3	$2.50	≥$4.0B worldwide Net Sales in a calendar year	December 31, 2035 .

Additional Context & Signals

Closing mechanics: 60.49% of shares tendered; merger completed under DGCL 251(h) without a stockholder vote; delisting executed and deregistration in process .
Say-on-pay history (pre-merger): 98% support at the 2024 annual meeting, indicating positive investor sentiment toward legacy executive pay structure; not directly related to Brown .
Filings and authority: Brown signed multiple post-effective amendments (POSASR, POS AM, S-8 POS) as 89bio’s officer after closing, underscoring his operational authority in securities matters .

Investment Implications

Dual-role governance: Brown’s concurrent roles at Roche (Parent), Offeror, and 89bio centralize control—appropriate for a wholly owned subsidiary but implies no independent oversight for public equity holders; relevance remains for CVR holders who depend on Parent’s efforts to achieve milestones .
Incentive alignment: No disclosed 89bio-specific compensation for Brown; however, corporate policies (clawback, anti-hedging/pledging) and D&O protections are intact post-merger .
Execution risk and value realization: CVR milestones require successful regulatory approval and significant commercial execution; Brown’s tax/governance background suggests focus on integration, structuring and compliance rather than R&D/commercial leadership—value creation for CVR holders will hinge on Roche’s operating teams, not Brown’s direct incentives .
Trading signals: No Form 4 insider activity by Brown identified; with ETNB delisted post-merger, near-term signals for public equity are moot. CVR value depends on milestone attainment; monitor Parent disclosures and CVR agent reports for progress .

Notes:

Background: Roger Brown, age 64, U.S. citizen; Director and officer roles at Parent/Offeror; director/officer at 89bio post-merger .
Information gaps: No 89bio-specific compensation, equity awards, or ownership disclosures for Brown; committees and meeting attendance not disclosed post-merger.